<PAGE>

                                     COMPUSA INC.
                       1999 CHANGE IN CONTROL TERMINATION PLAN

                                   R E C I T A L S:

       A.     Employer considers the maintenance of a sound management team
essential to protecting and enhancing its best interests and those of its
stockholders.

       B.     Employer recognizes that the possibility of a change in control of
Employer may result in the departure or distraction of management to the
detriment of Employer and its stockholders.

       C.     Employer has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of selected
members of Employer's management team to their assigned duties without the
distraction arising from the possibility of a change in control of Employer.

       D.     Employer has determined that the benefits of the Plan should only
be made available to those members of management who have demonstrated a
commitment to Employer by entering into a limited agreement not to compete with
Employer.

       E.     Employer desires to implement the CompUSA Inc. 1999 Change In
Control Termination Plan effective October 1, 1999.

       NOW, THEREFORE, Employer hereby adopts the Plan upon the following terms
and conditions:

                                      ARTICLE I
                                    PARTICIPATION

       1.1    COMMENCEMENT OF PARTICIPATION.  Each employee employed by Employer
in an Eligible Category who enters into a Participation Agreement shall become a
Participant on the date of his or her execution and delivery to Employer of the
Participation Agreement.

       1.2    DURATION OF PARTICIPATION.

       (a)    GENERAL PROVISIONS.  Each Participant shall continue to
participate in the Plan until the earliest to occur of the following:

              (i)    termination of the Participant's employment with all
       Employers other than in a Triggering Termination;

              (ii)   transfer, other than during an Applicable Period, of the
       Participant's employment so that Participant ceases to be employed in an
       Eligible Category;

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              (iii)  the last Employer (other than the Company) by which the
       Participant is employed ceases to be a subsidiary or other affiliate of
       the Company other than during an Applicable Period;

              (iv)   a Triggering Termination of the Participant's employment
       with all Employers, but only after payment of the entire amount of the
       Termination Payment to the Participant and all other payments that the
       Participant is, or may become, entitled to receive under the Plan;

              (v)    expiration of the term of the Plan as provided in
       Section 6.1;

              (vi)   expiration of the Applicable Period with respect to a
       Change In Control;

              (vii)  death of the Participant; or

              (viii) any breach or threatened breach by the Participant of the
       Participant's Participation Agreement.

       1.3    ELIGIBLE CATEGORY.  The term "Eligible Category" refers to
employees employed by Employer in the capacity of Regional Manager, Senior
Director or Director, as those terms are defined in accordance with Employer's
personnel policies.

                                      ARTICLE II
                                  CHANGE IN CONTROL

       2.1    CHANGE IN CONTROL DEFINED.  A Change In Control shall be deemed to
have occurred for purposes hereof when any Person meets the requirements for
becoming an Acquiring Person, whether or not a Distribution Date occurs or the
Rights are redeemed by the Company, as those terms are defined in the Rights
Agreement dated as of April 29, 1994 (the "Rights Agreement") between the
Company and Bank One, Texas, N.A., as Rights Agent (American Stock Transfer &
Trust Company became successor Rights Agent as of April 19, 1996); provided that
a Change In Control shall not be deemed to have occurred for purposes hereof
with respect to any Person meeting the requirements of clauses (i) and (ii) of
Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of 1934, as
amended.


                                     ARTICLE III
                        CHANGE IN CONTROL TERMINATION PAYMENT

       3.1    TERMINATION PAYMENT.

       (a)    AMOUNT.


                                      -2-
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              (i)    In the event a Participant's employment with Employer
       terminates in a Triggering Termination, Employer shall pay the
       Participant a lump sum payment in cash (the "Termination Payment") equal
       to 50% of the sum of the following items:

                     (1)    Participant's annual base compensation determined by
              reference to his highest annual base compensation in effect at any
              time during the Participant's employment with Employer;

                     (2)    the Target Bonus that would be payable to the
              Participant by Employer for the bonus period in which the Change
              In Control occurred; and

                     (3)    the Participant's annualized car allowance
              determined by reference to his highest car allowance rate in
              effect at any time during the Participant's employment with
              Employer.

              (ii)   The Termination Payment shall include the amounts described
       in Section 3.1(a)(i) plus the following amounts described in this Section
       3.1(a)(ii):

                     (1)    the amount of the Participant's compensation accrued
              but unpaid as of the date of the Triggering Termination;

                     (2)    reimbursements due to the Participant for unpaid
              expenses incurred in the performance of his duties for Employer
              prior to the Triggering Termination;

                     (3)    any other benefit accrued but unpaid as of the date
              of the Triggering Termination; and

                     (4)    the estimated cost of obtaining accident, health,
              dental, disability and life insurance coverage for the six-month
              period following the expiration of the Participant's continuation
              (COBRA) rights; provided that such coverage is substantially
              similar to the most comprehensive coverage provided to the
              Participant by Employer at any time during the Applicable Period;
              and provided further that this Section 3.1(a)(ii)(4) shall be
              applied without regard to, and the amount payable under this
              Section 3.1(a)(ii)(4) is in addition to, any continuation (COBRA)
              rights or conversion rights under any plan provided by Employer,
              which rights are not affected by any provision of the Plan.

       (c)    APPLICABLE PERIOD DEFINED.  "Applicable Period" means the 15-month
period that begins three months before the Change In Control and ends 12 months
after the Change In Control.

       (d)    TRIGGERING TERMINATION DEFINED.  Each of the following events
constitutes a "Triggering Termination" when a Participant's employment with all
Employers is:


                                      -3-
<PAGE>

              (i)    actually terminated by an Employer during an Applicable
       Period other than for Good Reason;

              (ii)   Constructively Terminated by an Employer during an
       Applicable Period other than for Good Reason; or

              (iii)  the last Employer (other than the Company) by which the
       Participant is employed ceases to be a subsidiary or other affiliate of
       the Company during an Applicable Period.

       (e)    GOOD REASON DEFINED.  "Good Reason" means the termination of a
Participant's employment with Employer as a result of the Participant's
commission of a felony or failure to obey written directions delivered to the
Participant by the Company's Chairman of the Board, President, Chief Executive
Officer or its Board of Directors or by any of the Company's Executive Vice
Presidents, Senior Vice Presidents or Vice Presidents.

       (f)    CONSTRUCTIVELY TERMINATED DEFINED.  "Constructively Terminated"
with respect to a Participant's employment with Employer will be deemed to have
occurred if Employer:

              (i)    demotes the Participant to a lesser position, either in
       title or responsibility, than the highest position held by the
       Participant with Employer at any time during the Participant's employment
       with Employer;

              (ii)   decreases the Participant's compensation below the highest
       level in effect at any time during the Participant's employment with
       Employer or reduces the Participant's benefits and perquisites below the
       highest levels in effect at any time during the Participant's employment
       with Employer (other than as a result of any amendment or termination of
       any employee or group or other executive benefit plan, which amendment or
       termination is applicable to all executives of Employer); or

              (iii)  requires the Participant to relocate to a principal place
       of business more than 25 miles from the principal place of business
       occupied by Employer on the first day of an Applicable Period.

       3.2    OUTPLACEMENT CONSULTING SERVICES.  In addition to the Termination
Payment, Employer shall pay each Participant who incurs a Triggering Termination
a cash payment in the amount of $5,000 as an allowance for the cost of
outplacement consulting services.  Such amount shall be paid at such time and in
accordance with Section 3.3 as if the payment under this Section 3.2 constituted
part of the Termination Payment.  The Participant shall not be obligated to
apply the amount of the payment under this Section 3.2 to outplacement
consulting services and shall not be obligated to account to Employer for the
expenditure of such amounts.

       3.3    TIME FOR PAYMENT; INTEREST.  Employer shall pay the Termination
Payment to the Participant concurrent with the Triggering Termination or
concurrent with the Change In Control


                                      -4-
<PAGE>

if the Participant's employment terminated in a Triggering Termination during
the portion of the Applicable Period prior to the Change In Control.
Employer's obligation to pay any amounts under the Plan to a Participant,
including without limitation the Termination Payment and any Gross Up Payment
due under Article IV, shall bear interest at the maximum rate allowed by law
until paid by Employer, and all accrued and unpaid interest shall bear
interest at the same rate, all of which interest shall be compounded daily.
All Employers shall be and remain jointly and severally liable for all
payments due under the Plan until such payments are made in full.

                                      ARTICLE IV
                                   GROSS UP PAYMENT

       4.1    EXCESS PARACHUTE PAYMENT. If a Participant incurs the tax (the
"Excise Tax") imposed by Section 4999 of the Code on "excess parachute payments"
within the meaning of Section 280G(b)(1) of the Code as the result of any
payments or distributions by Employer to or for the benefit of Participant
(whether paid or payable or distributed or distributable pursuant to the terms
of this Plan or otherwise) or as a result of the acceleration of vesting of
Options, Restricted Stock or other rights (collectively, the "Payments"), or if
Participant would incur the Excise Tax if the Change In Control satisfied the
requirements of Section 280G(b)(2)(A)(i) of the Code, then without regard to
whether the Change In Control in fact satisfies the requirements of Section
280G(b)(2)(A)(i) of the Code, Employer shall pay to the Participant an amount
(the "Gross Up Payment") such that the net amount retained by the Participant,
after deduction of (i) any Excise Tax owed, or that would be owed if the Change
In Control satisfied the requirements of Section 280G(b)(2)(A)(i) of the Code,
upon any Payments (other than payments provided by this Section 4.1) and (ii)
any federal, state and local income and employment taxes (together with
penalties and interest) and Excise Tax owed, or that would be owed if the Change
In Control satisfied the requirements of Section 280G(b)(2)(A)(i) of the Code,
upon the payments provided by this Section 4.1, shall be equal to the amount of
the Payments (other than payments provided by this Section 4.1).

       4.2    APPLICABLE RATES.  For purposes of determining the Gross Up
Payment amount, the Participant shall be deemed:

       (a)    to pay federal income taxes at the highest marginal rate of
federal income taxation applicable to individual taxpayers in the calendar year
in which the Gross Up Payment is made (which rate shall be adjusted as necessary
to take into account the effect of any reduction in deductions, exemptions or
credits otherwise available to the Participant had the Gross Up Payment not been
received);

       (b)    to pay additional employment taxes as a result of the receipt of
the Gross Up Payment in an amount equal to the highest marginal rate of
employment taxes applicable to wages; provided that if any employment tax is
applied only up to a specified maximum amount of wages, such limit shall be
taken into account for purposes of such calculation; and


                                      -5-
<PAGE>

       (c)    to pay state and local income taxes at the highest marginal rates
of taxation in the state and locality of the Participant's residence on the date
of the Triggering Termination, net of the maximum reduction in federal income
taxes that could be obtained from deduction of such state and local taxes.

       4.3    DETERMINATION OF GROSS UP PAYMENT AMOUNT.  The determination of
the Gross Up Payment amount shall be made, at Employer's expense, by Ernst &
Young LLP or another nationally recognized public accounting firm reasonably
acceptable to the Participant (in either case, the "Accountants").  If the
Excise Tax amount payable by the Participant, based upon a "Determination," is
different from the Excise Tax amount computed by the Accountants for purposes of
determining the Gross Up Payment amount, then appropriate adjustments to the
Gross Up Payment amount shall be made in the manner provided in Section 4.4.
For purposes of determining the Gross Up Payment amount prior to a Determination
of the Excise Tax amount, the following assumptions shall be utilized:

       (a)    that portion of the Termination Payment that is attributable to
the items described in Sections 3.1(a)(i)(1), (2) and (3), Section
3.1(a)(ii)(4), the payment made pursuant to Section 3.2, and the Gross Up
Payment amount shall be treated as a Parachute Payment;

       (b)    no portion of any payment made pursuant to Sections 3.1(a)(ii)(1),
(2) or (3) or Section 8.3 shall be treated as a Parachute Payment;

       (c)    the "ascertainable fair market value" (as set forth in Prop.
Treas. Reg. Section 1.280G-1, Q&A 13) of the Options, the vesting of which was
accelerated by the Change In Control as provided in the Incentive Plan and as
further provided in Section 5.1, shall be equal to the product of (i) and (ii)
as set forth below:

              (i)    the number of shares covered by such Options; and

              (ii)   the difference between:

                     (1)    the fair market value per share as of the date of
              the Change In Control; and

                     (2)    the exercise price per share of stock subject to
                     such Options; and

       (d)    for purposes of applying the rules set forth in Prop. Treas. Reg.
Section 1.280G-1, Q&A 24(c), the amount reflecting the lapse of the obligation
to continue performing services shall be equal to the minimum amount allowed for
such payment as set forth in Prop. Treas. Reg. Section 1.280G-1, Q&A 24(c)(2)
(or if Prop. Treas. Reg. Section 1.280G-1 has been superseded by temporary or
final regulations, the minimum amount provided for in any temporary or final
regulations that supersede Prop. Treas. Reg. Section 1.280G-1 and that are
applicable to the Termination Payment, Gross Up Payment or both).


                                      -6-
<PAGE>

       4.4    TIME FOR PAYMENT.  Employer shall pay the estimated Gross Up
Payment amount in cash to the Participant concurrent with the payment of the
Termination Payment.  The Participant and Employer agree to reasonably cooperate
in the determination of the actual Gross Up Payment amount.  Further, the
Participant and Employer agree to make such adjustments to the estimated Gross
Up Payment amount as may be necessary to equal the actual Gross Up Payment
amount based upon a Determination, which in the case of the Participant refers
to refunds of prior overpayments and in the case of Employer refers to makeup of
prior underpayments.

                                      ARTICLE V
                          STOCK OPTIONS AND RESTRICTED STOCK

       5.1    TREATMENT OF OPTIONS AND RESTRICTED STOCK.  A Participant may hold
options ("Options") issued under the Incentive Plan that become immediately
exercisable upon a Change In Control.  In addition, a Participant may hold
restricted stock ("Restricted Stock") issued under the Incentive Plan pursuant
to which applicable restrictions will lapse upon a Change In Control.  Employer
shall take no action to facilitate a transaction involving a Change In Control,
including without limitation redemption of the Rights issued pursuant to the
Rights Agreement, unless it has taken such action as may be necessary to ensure
that each Participant has the opportunity to exercise all Options he may then
hold, and obtain certificates containing no restrictive legends in respect of
any Restricted Stock he may then hold, at a time and in a manner that shall give
each Participant the opportunity to sell or exchange the securities of Employer
acquired upon exercise of his Options and upon receipt of unrestricted
certificates for shares of common stock of the Company in respect of his
Restricted Stock, if any (collectively, the "Acquired Securities"), at the
earliest time and in the most advantageous manner any holder of the same class
of securities as the Acquired Securities is able to sell or exchange such
securities in connection with such Change In Control.  Employer acknowledges
that its covenants in the preceding sentence (the "Covenants") are reasonable
and necessary in order to protect the legitimate interests of Employer in
maintaining the Participants as employees and that any violation of the
Covenants by Employer would result in irreparable injuries to the Participants,
and Employer therefore acknowledges that in the event of any violation of the
Covenants by Employer or its directors, officers or employees, or any of their
respective agents, each Participant shall be entitled to obtain from any court
of competent jurisdiction temporary, preliminary and permanent injunctive relief
in order to (i) obtain specific performance of the Covenants, (ii) obtain
specific performance of the exercise of his Options, delivery of certificates
containing no restrictive legends in respect of his Restricted Stock and the
sale or exchange of the Acquired Securities in the advantageous manner
contemplated above or (iii) prevent violation of the Covenants; provided that in
the event a Participant fails to obtain such injunctive relief, nothing in this
Plan shall be deemed to prejudice the Participant's rights to damages for
violation of the Covenants.


                                      -7-
<PAGE>

                                      ARTICLE VI
                              AMENDMENT AND TERMINATION

       6.1    TERM.  The Plan shall commence on the Effective Date and shall
terminate on September 30, 2003, if a Change In Control has not occurred before
such date.  If, however, a Change In Control occurs before September 30, 2003,
the Plan shall continue in effect with respect to each Participant throughout
the Applicable Period with respect to such Change In Control.

       6.2    AMENDMENT PROCEDURES.  The Plan may be modified, amended or
terminated at any time by a written instrument executed by an officer of the
Company; provided that execution of such instrument must be authorized by a
written resolution of the Board of Directors of the Company or a written
resolution of the Committee.

       6.3    NO AMENDMENTS DURING APPLICABLE PERIOD.  Notwithstanding any
provision of the Plan to the contrary, the Plan shall not be modified, amended
or terminated in any respect during an Applicable Period if the effect of any
such amendment would be to reduce any benefit payable to a Participant or that
may become payable in the future to a Participant.

       6.4    ADOPTION BY OTHER EMPLOYERS.  Any subsidiary or other affiliate of
the Company may adopt the Plan for the benefit of its employees by appropriate
action of its Board of Directors. No subsidiary or other affiliate that is an
adopting employer of the Plan pursuant to this Section 6.4 shall have any power
at any time to modify or amend the Plan in any respect.

                                     ARTICLE VII
                                    ADMINISTRATION

       7.1    AUTHORITY AND RESPONSIBILITY OF THE COMMITTEE.  The Committee has
the authority to control and manage the operation and administration of the
Plan; provided that if the Committee for any reason fails or refuses to take any
action required or permitted under the terms of the Plan, the Board of Directors
of the Company may take such action in lieu of the Committee.  The Committee
shall be the "named fiduciary" of the Plan for purposes of ERISA.

       7.2    COMMITTEE ACTIONS.  Each decision of a majority of the members of
the Committee then in office shall constitute the final and binding act of the
Committee.  The Committee may act (a) at meetings called or held in person or by
conference telephone call and (b) by unanimous written consent, and shall keep
minutes of all meetings held and a record of all actions taken by unanimous
written consent.

       7.3    COMMITTEE POWERS AND DUTIES.  The Committee shall enforce the Plan
in accordance with its terms and, except as provided in Section 7.7, shall have
all powers and discretion necessary or appropriate to supervise the
administration of the Plan and to control its operation in accordance with its
terms, including without limitation the following powers:


                                      -8-
<PAGE>

       (a)    to issue rules and regulations necessary for the conduct and
administration of the Plan and to change, alter or amend such rules and
regulations;

       (b)    to interpret and determine the meaning of the Plan and to
determine and resolve any questions arising under, or in connection with, the
administration of the Plan;

       (c)    to determine and resolve all questions relating to the eligibility
of employees to become Participants and the rights of Participants to any
payments under the Plan;

       (d)    to compute the amount of Termination Payments, Gross Up Payments
and other payments under the Plan to Participants;

       (e)    to keep records relating to Participants and other matters
applicable to the Plan;

       (f)    to appoint an agent for service of legal process with respect to
the Plan;

       (g)    to prescribe procedures to be followed and forms to be used in the
administration of the Plan, including adoption of a claims and appeal procedure
in compliance with ERISA;

       (h)    to make available for inspection and to provide upon request at
such charge as may be permitted and determined by the Committee, documents and
instruments required by ERISA to be disclosed to Participants; and

       (i)    to file, or cause to be filed, all reports required by law to be
filed with governmental agencies.

       7.4    COMMITTEE DELEGATIONS AND ALLOCATIONS OF RESPONSIBILITY.

       (a)    DELEGATION.  The Committee shall have the authority to delegate,
by instrument in writing filed in the Committee's minute book, all or any part
of its responsibilities under the Plan to such person as it may deem advisable
(and may authorize such person to delegate such responsibilities to such other
person as the Committee shall authorize); and in the same manner, the Committee
shall have the authority to revoke any such delegation of its responsibilities.
Any action of the Committee delegate in the exercise of such delegated
responsibilities shall have the same force and effect for all purposes under the
Plan as if such action had been taken by the Committee.  The Committee shall not
be liable for any acts or omissions of any such delegate.  The delegate shall
report periodically to the Committee concerning the discharge of the delegated
responsibilities.

       (b)    ALLOCATION.  The Committee shall have the authority to allocate
from time to time, by instrument in writing filed in the Committee's minute
book, all or any part of its responsibilities under the Plan to one or more of
its members as it may deem advisable and in the same manner to revoke such
allocation of responsibilities.  Any action of the member to whom
responsibilities are allocated in the exercise of such allocated
responsibilities shall have the same force and effect for all purposes under the
Plan as if such action had been taken by the Committee.  The Committee shall


                                      -9-
<PAGE>

not be liable for any acts or omissions of any such member.  The member to
whom responsibilities have been allocated shall report periodically to the
Committee concerning the discharge of the allocated responsibilities.

       (c)    LIMITATION ON LIABILITY.  Fiduciary duties and responsibilities
that have been delegated or allocated pursuant to the terms of the Plan are
intended to limit the liability of the Committee, the Boards of Directors of all
Employers, and all Employers in accordance with the provisions of ERISA.

       7.5    RECORDS.  The regularly kept records of the Committee and Employer
shall be conclusive evidence in the determination of any amounts to be paid to
any Participant in accordance with the Plan.

       7.6    FIDUCIARY CAPACITY.  Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan.

       7.7    REVIEW OF COMMITTEE DETERMINATIONS.  Prior to a Change In Control,
the Committee shall exercise unlimited discretion in making and resolving all
determinations required or permitted under the Plan, and it is the intention of
the Company that all such determinations actually made and resolved by the
Committee shall be reviewed, if reviewed at all, in accordance with the
arbitrary and capricious standard of review, with maximum deference given to the
determination of the Committee.  Following a Change In Control, the Committee
shall have no discretion in making or resolving any determinations required
under the Plan, and it is the intention of the Company that any such
determinations made and resolved by the Committee shall be given no deference in
any legal or equitable action.  It is the further intention of the Company that
no Participant shall be required to exhaust any administrative remedies, whether
under the Plan or otherwise, as a condition to any legal or equitable action to
obtain benefits under the Plan following a Change In Control.

       7.8    CLAIMS; ARBITRATION.  Any controversy or claim arising out of or
relating to the Plan shall be settled exclusively by arbitration in Dallas,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect.  Judgment upon the award rendered by the
arbitrators may be entered in, and enforced by, any court having jurisdiction of
such claim or controversy.

                                    ARTICLE VIII
                                    MISCELLANEOUS

       8.1    NOTICES.  All notices and other communications hereunder shall be
in writing or by written telecommunication, and shall be deemed to have been
duly given if delivered personally or if sent by nationally recognized overnight
courier service, prepaid, or if mailed by certified mail, return receipt
requested, or by written telecommunication, to the relevant address set forth
below,


                                     -10-
<PAGE>

or to such other address as the recipient of such notice or communication
shall have specified to the other party in accordance with this Section 8.1:

       If to Employer, to:                  with a copy to:

       CompUSA Inc.                         Thompson & Knight L.L.P.
       14951 North Dallas Parkway           1700 Pacific Avenue, Suite 3300
       Dallas, Texas 75240                  Dallas, Texas 75201
       Attention:  General Counsel          Attention:  Fred W. Fulton
       Facsimile Number: (972) 982-4183     Facsimile Number: (214) 969-1751

       If to a Participant, to his last known address as reflected in Employer's
       personnel records or such other address as shall be furnished in writing
       in accordance with this Section 8.1.  Any such notice shall be deemed to
       have been given as of the date so mailed or sent.

       8.2    WITHHOLDING; NO OFFSET.  All payments required to be made by
Employer under the Plan to a Participant shall be subject to the withholding of
such amounts, if any, relating to federal, state and local taxes as may be
required by law.  No payment under the Plan shall be subject to offset or
reduction attributable to any amount a Participant may owe Employer or any other
person.

       8.3    LEGAL AND ACCOUNTING COSTS.  Employer shall pay all attorneys' and
accountants' fees and costs incurred by a Participant as a result of any breach
by Employer of its obligations under the Plan, including without limitation all
such costs incurred in contesting or disputing any determination made by
Employer under the Plan or in connection with any tax audit or proceeding to the
extent attributable to the application of Section 4999 of the Code to any
payment under the Plan.  Reimbursements of such costs shall be made by Employer
within 15 days after a Participant's presentation to Employer of any statements
of such costs and thereafter shall bear interest at the maximum rate allowed by
law until paid by Employer, and all accrued and unpaid interest shall bear
interest at the same rate, all of which interest shall be compounded daily.

       8.4    SEVERABILITY.  If any provision of the Plan is held to be illegal,
invalid or unenforceable, such provision shall be fully severable, and the Plan
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof, and the remaining provisions of the
Plan shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as part of the Plan a provision as similar in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable.

       8.5    WAIVERS.  No delay or omission by either party in exercising any
right, power or privilege hereunder shall impair such right, power or privilege,
nor shall any single or partial exercise of any such right, power or privilege
preclude any further exercise thereof or the exercise of any other right, power
or privilege.


                                     -11-
<PAGE>

       8.6    CAPTIONS.  The captions in the Plan are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.

       8.7    REFERENCE TO PLAN.  Use of the words "hereof," "hereunder" and the
like in the Plan refer to the Plan only as a whole and not to any particular
section or subsection of the Plan, unless otherwise noted.

       8.8    BINDING EFFECT.  The Plan shall be binding upon and inure to the
benefit of Employer and the Participants and shall be enforceable by the
personal representatives and heirs of each Participant and the successors and
assigns of Employer.  The obligations of Employer under the Plan may be assigned
by the Company or any Employer to any Employer; provided that in the event of
any such assignment, the Company shall remain liable for all of its obligations
hereunder and shall be liable for all obligations of all such assignees
hereunder.  If a Participant dies while any amounts are payable to him
hereunder, such amounts shall be paid to the Participant's estate.  The amounts
payable under the Plan are not otherwise assignable by Participants.

       8.9    GOVERNING LAW.  Except to the extent provided by ERISA, the Plan
and its performance shall be construed and governed in accordance with the laws
of the State of Texas, without regard to its choice of law principles.

       8.10   GENDER AND NUMBER.  The masculine gender shall be deemed to denote
the feminine or neuter genders, the singular to denote the plural, and the
plural to denote the singular, where the context so permits.

                                      ARTICLE IX
                                     DEFINITIONS

       9.1    DEFINITIONS.  As used in the Plan, the following terms have the
meanings set forth below:

       (a)    ACCOUNTANTS has the meaning ascribed to it in Section 4.3.

       (b)    ACQUIRED SECURITIES has the meaning ascribed to it in Section 5.1.

       (c)    APPLICABLE PERIOD has the meaning ascribed to it in Section
3.1(c).

       (d)    CHANGE IN CONTROL has the meaning ascribed to it in Section 2.1.

       (e)    CODE means the Internal Revenue Code of 1986, as amended.

       (f)    COMMITTEE means the Compensation Committee of the Board of
Directors of the Company.


                                     -12-
<PAGE>

       (g)    COMPANY means CompUSA Inc., a Delaware corporation.

       (h)    CONSTRUCTIVELY TERMINATED has the meaning ascribed to it in
Section 3.1(f).

       (i)    COVENANTS has the meaning ascribed to it in Section 5.1.

       (j)    DETERMINATION has the meaning ascribed to it in Section 1313(a) of
the Code.

       (k)    EFFECTIVE DATE means October 1, 1999.

       (l)    ELIGIBLE CATEGORY has the meaning ascribed to it in Section 1.3.

       (m)    EMPLOYER refers collectively to the Company and any of its
subsidiaries and other affiliates that adopt the Plan in accordance with Section
6.4.  Each Participant shall be deemed to be employed by the Company and all
compensation and benefits paid or provided to a Participant by any Employer at
any time shall be deemed to have been paid or provided to the Participant by the
Company regardless of whether a Participant's actual Employer is the Company or
is a subsidiary or other affiliate of the Company.

       (n)    ERISA means the Employee Retirement Income Security Act of 1974,
as amended.

       (o)    EXCISE TAX has the meaning ascribed to it in Section 4.1.

       (p)    GOOD REASON has the meaning ascribed to it in Section 3.1(e).

       (q)    GROSS UP PAYMENT has the meaning ascribed to it in Section 4.1.

       (r)    INCENTIVE PLAN means, collectively, the CompUSA Inc. Long-Term
Incentive Plan and the CompUSA Inc. Nonstatutory Option Plan, in each case as
amended from time to time.

       (s)    OPTIONS has the meaning ascribed to it in Section 5.1.

       (t)    PARTICIPANT means an individual who satisfies the requirements of
Article I to participate in the Plan.

       (u)    PARTICIPATION AGREEMENT means a CompUSA Inc. Change In Control
Termination Plan Participation and Noncompetition Agreement in such form as may
be approved by the Committee from time to time.

       (v)    PARACHUTE PAYMENTS has the meaning ascribed to it in Section
280G(b)(2) of the Code.

       (w)    PLAN means the CompUSA Inc. 1999 Change In Control Termination
Plan.


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<PAGE>

       (x)    RESTRICTED STOCK has the meaning ascribed to it in Section 5.1.

       (y)    RIGHTS AGREEMENT has the meaning ascribed to it in Section 2.1.

       (z)    TARGET BONUS means, with respect to each Participant, the dollar
amount that is equal to the established percentage of such Participant's base
salary that would be paid to the Participant under the management incentive
bonus plan of Employer assuming the measurement criteria contained in such plan
with respect to the Participant were achieved for the bonus period in which the
Change In Control occurred.

       (aa)   TERMINATION PAYMENT has the meaning ascribed to it in Section
3.1(a)(i).

       (bb)   TRIGGERING TERMINATION has the meaning ascribed to it in Section
3.1(d).




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